| Attention: | Mr. H. Roger Schwall, Assistant Director Mr. John W. Madison, Attorney |
| Re: | ReoStar Energy Corporation Schedule 14A Filed on January 16, 2009 File No. 0-52316 |
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1.
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We understand from a telephone conversation with Mr. Scott Allen, your Chief Financial Officer, that you printed and mailed the proxy statement in January 2008, prior to the lapse of the 10 day period required by Exchange Act Rule 14a-6(a). Advise us in writing whether or not you will promptly recirculate a revised definitive proxy statement after we indicate to you that we have no further comments relating to this matter. If not, please explain to us why you do not believe that recirculation is required. |
| Yes, once we receive confirmation from the Staff that you have no further comments relating to this matter, we will promptly file and recirculate a revised definitive proxy statement to our stockholders. | |
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2.
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Confirm how and when you notified shareholders
that the meeting scheduled for February 10, 2009 would not be held on that
date. On or about February 5, 2009, we sent to all of our stockholders of record a letter notifying them that the annual meeting will not be held on February 10, 2009 and that we will be recirculating a definitive proxy statement setting forth the new date for the meeting. We asked our stockholders to please disregard the notice and the proxy statement they received in late January 2009. We sent this letter by first-class mail and by USPS international priority to our stockholders overseas directed at the addresses of our stockholders as they appear on our records. |
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3.
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As Item 401(e) of Regulation S-K contemplates,
please provide complete biographical sketches for each director, eliminating
all gaps and ambiguities with regard to time in the past five years. Where
appropriate, identify the month and year to indicate precisely when each
assignment began and ended. Make similar revisions to eliminate gaps from
the biographical sketches of your executive officers on page 25. We have revised the biographical sketches for each director and executive officer per the Staff's comment as reflected in the amended proxy statement. |
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4.
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Disclose the basis for the view of your
board of directors that it is appropriate to not have a nominating committee.
See Item 407(c)(1) of Regulation S-K. We have revised the proxy statement per the Staff's comment. Please see page 7 of the amended proxy statement. |
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5.
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Provide a table comparing the
number of shares of common stock issued and the number of shares authorized
and not yet issued or reserved both before and after the proposed reverse
stock split. We have revised the proxy statement per the Staff's comment. Please see Proposal Three of the amended proxy statement. |
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6.
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Provide the appropriate footnotes to your director compensation table regarding the number of aggregate number of option awards outstanding at fiscal year end. See Instruction to Item 402(k)(2)(iii) and (iv) of Regulation S-K. |
| We have revised the proxy statement per the Staff's comment. Please see page 29 of the amended proxy statement. | |
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***** |
| • | The company is responsible for the adequacy and accuracy of the disclosure in the filing; | |
| • | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and | |
| • | The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. | |
| Very truly yours, /s/ Scott D. Allen Scott D. Allen Chief Financial Officer |